Legal Due Diligence Report - BFRE - Brazilian Finance e Real Estate

Guarantee: None.
DOCS - 351174v1
opening date, which leads to a final term in November 14, 2009.
Therefore, as the contract has already expired, Tenant filed a renewal
suit, which is still in course, as examined in the Litigation Chapter
(lawsuit no. 2009.001.119158-9).
Transfer: Tenant may assign, borrow or sublease, with the previous authorization
of Lessors, part of the rented area to a financing affiliated company or
one belonging to the same economic group, which offers credit to
clients, without any increase up on the rent or burdens to be paid by
Tenant.
Tenant may also sublease to third parties, with the previous
authorization of Lessors, a part of the rented area. Such sublease does
not create any obligations between Lessors and the sub-Tenant,
remaining Tenant sole liable for all obligations. If the sublease or the
assignment agreement comprehends the total area Tenant shall pay to
Lessors a tax corresponding to ten times the minimum monthly rent in
force at the moment of the assignment or the sublease.
Lessors may assign or transfer to third parties the rights or obligations
arising out of the agreement, especially in the event of sale to third
parties of Lessors’ interest in Botafogo Praia Shopping. Lessors may
also constitute a guarantee upon its rights arising out of the lease
agreement to third parties in credit and financing operations.
Venue: Rio de Janeiro, State of Rio de Janeiro.
Amending: No amendments were signed in relation to this agreement.
Right of first
refusal:
In case Lessors sell the rented store, excepting the sale of a percentage
of the entire Real Estate, Tenant is entitled to a right of first refusal,
which shall be executed in a 30-day term after receiving the prior
notification. However, in the documents presented to our exam there is
no evidence that the lease agreement has been registered by the Real
Estate Registry, what is a condition to the exercise of such right against
third parties.
If Tenants waive the right of first refusal, Lessors are obliged to mention
the existence of the lease agreement in the sales agreement or in any
other agreement that involves the disposal of the real estate and the
lease shall be fully respected by the acquirers.
Comments: Tenant shall use the commercial area for the installation of a retail
department store.
The agreement excepts the application of some items of the General
Rules.
The supply of power for the rented area shall be paid by Lessors from
the main station to the Tenant’s Station. The power used by Tenant
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